EXHIBIT
10.2


 


2009 INTERNATIONAL BANCSHARES CORPORATION


LONG-TERM RESTRICTED STOCK UNIT PLAN


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


This
RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) dated as of the
         day of
           , 2009 (the “Grant Date”) by and
between International Bancshares Corporation, a Texas corporation (the “Company”)
and                                           
(the “Participant”).


 


WHEREAS,
the Board of Directors of the Company has adopted the 2009 International Bancshares
Corporation Long-Term Restricted Stock Unit Plan (the “Plan”);


 


WHEREAS,
the Plan is incorporated by reference herein, and unless otherwise defined
herein, capitalized terms shall have the meaning given such terms in the Plan;


 


WHEREAS,
a copy of the Plan has been previously provided to the Participant; and


 


WHEREAS,
the Committee, appointed by the Board of Directors of the Company to administer
the Plan, has decided to award Participant Restricted Stock Units contingent
upon vesting and subject to other terms and conditions set forth in the Company’s
Plan and this Award Agreement;


 


NOW,
THEREFORE, in consideration of the foregoing, of the mutual promises
hereinafter set forth and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, do hereby agree as follows:


 


1.                                      Restricted
Stock Unit Award.


 


The
maximum value of Awards granted each fiscal year may not exceed one third of
the Participant’s Annual Compensation, as defined herein, for that fiscal year
(that is, not using the look-back method for the prior year) (the “Maximum
Value”), and as required under the Emergency Economic Stabilization Act of
2008, as amended by the American Recovery and Reinvestment Act of 2009, and as
further amended from time to time (collectively the “Act”), and any rules,
regulations, programs, and interpretations promulgated thereunder, including
the TARP Standards for Compensation and Corporate Governance; Interim Final Rule (the
“Rule”).  The maximum number of
Restricted Stock Units granted under this Award Agreement shall be no more than
the Maximum Value divided by the Fair Market Value of the Stock on the trading
day prior to the Grant Date.  The
Committee shall reduce any Awards that exceed 1/3 of the Participant’s Annual
Compensation as determined for that fiscal year.


 

















 


2.                                      Grant of
Restricted Stock Unit Award.  The Company hereby grants to the Participant
the equivalent of
$                          
worth of Restricted Stock Units, which divided by the Fair Market Value of the
Stock on the trading day prior to the Grant Date of
$            
represents                             Restricted Stock Units (the “Award”).  This grant must be made in accordance with
the Plan and the terms and conditions set forth herein, and the value of the
Award may not exceed the Maximum Value.


 


All
or any portion of the Award may be cancelled or amended without notice to or
approval by the Participant by action of the Committee in its sole discretion.


 


3.                                      Vesting.  The Restricted Stock Units will vest at the earliest
to occur of the following dates:


 


a.                                       100% following
two years of continued performance of substantial services from Grant Date; or


 


b.                                      100% as of the
date of the Participant’s death; or


 


c.                                       100% as of the
date on which Participant is Disabled; or


 


d.                                      100% as of the
date of a Change in Control.


 


In
accordance with the Act and the Rule, the Participant is required to, and shall
automatically be deemed to, forfeit all Restricted Stock Units granted
hereunder if the Participant fails to perform substantial services for the
Company for at least two years from the Grant Date, other than due to death,
Disability, or a Change in Control.


 


4.                                      Distribution
Limitations.  Each
Restricted Stock Unit will be paid in cash. 
Restricted Stock Units will be distributed on the later of vesting of
the Award or the repayment of financial assistance under the Troubled Asset
Relief Program (“TARP”) as provided below (the “Settlement Date”).  The amount to be paid will be equal to the
number of vested Restricted Stock Units multiplied by the Fair Market Value of
one share of Stock on the Settlement Date.


 


If all financial assistance under TARP is paid by
the date of vesting, the payments will be made in cash no later than 2 1⁄2 months
following the Settlement Date in order to comply with the short-term deferral
exception to Section 409A of the Code provided for in Treasury Regulation Section 1.409A-1(b)(4).  However, should all financial assistance
under TARP not be repaid by the date of vesting, then pursuant to the Preamble
to the Rule, the Restricted Stock Unit will be paid promptly upon the repayment
of all financial assistance received under TARP, but in no event later than 30
days after the TARP period ends, as provided for under the Rule.


 


In
accordance with the Act and the Rule, notwithstanding any vesting described
above or any other term of the Plan or this Award Agreement, no Restricted
Stock Units granted under this award shall be payable earlier than the
following schedule (except as necessary to reflect a merger or acquisition of
the TARP recipient):


 

















 


a.                                       25% of the
Restricted Stock Units at the time the Company repays 25% of the aggregate
financial assistance received by the Company under TARP;


 


b.                                      An additional
25% of the Restricted Stock Units at the time the Company repays 50% of the
aggregate financial assistance received by the Company under TARP;


 


c.                                       An additional
25% of the Restricted Stock Units at the time the Company repays 75% of the
aggregate financial assistance received by the Company under TARP; and


 


d.                                      An additional
25% of the Restricted Stock Units at the time the Company repays 100% of the
aggregate financial assistance received by the Company under TARP.


 


5.                                      Annual
Compensation.  Annual
Compensation means the definition in the Rule, which provides that the dollar
value for total compensation for the applicable fiscal year as determined
pursuant to Item 402(a) of Regulation S–K under the Federal securities
laws (17 CFR 229.402(a)). Accordingly, for this purpose the amounts required to
be disclosed pursuant to paragraph (c)(2)(viii) of Item 402(a) of
Regulation S–K (actuarial increases in pension plans and above market earnings
on deferred compensation) are not required to be included in Annual
Compensation.  For purposes of this
paragraph, in determining an employee’s Annual Compensation, all equity-based
compensation granted in fiscal years ending after June 15, 2009 will only
be included in the calculation in the year in which it is granted at its total
fair market value on the grant date, and all equity-based compensation granted
in fiscal years ending prior to June 15, 2009 will not be included in the
calculation of Annual Compensation for any subsequent fiscal year. For purposes
of this paragraph, in determining the value of the grant of long-term
restricted stock, as defined in the Rule, the long-term restricted stock
granted in accordance with this paragraph will only be included in the
calculation in the year in which the restricted stock is granted at its total
fair market value on the grant date.


 


6.                                      Voting Rights
and Dividend Equivalents.  No
Restricted Stock Unit will include any rights to receive dividends, dividend
equivalents, or voting rights.


 


7.                                      Restrictions.  No Restricted Stock Unit, nor any interest or
right therein, may be sold, assigned, transferred, exchanged, pledged,
hypothecated or otherwise encumbered. If Participant is deceased at the time
Restricted Stock Units are distributed, the Company will make such payment
pursuant to a beneficiary designation, attached as Exhibit A.  In the absence of any such designation,
payment will be made to the executor or administrator of Participant’s estate
or to Participant’s other legal representative as determined in good faith by
the Company.


 


Notwithstanding
anything in the Award Agreement, the Company will not be required to comply
with any term or condition of the Award Agreement if and to the 


 

















 


extent
prohibited by law, including but not limited to the Act, Rule, federal banking
and securities regulations, or as otherwise directed by one or more regulatory
agencies having jurisdiction over the Company or any of its Subsidiaries.


 


8.                                      Section 409A
of the Code.  It is the
intention of the parties that the Plan, this Award Agreement, and the awards
and distributions made pursuant to the Award Agreement will not be subject to Section 409A
of the Code.  Distribution payments under
this plan are intended to comply with the short-term deferral exception to Section 409A
of the Code provided for in Treasury Regulation Section 1.409A-1(b)(4).  To the extent, if any, that Section 409A
of the Code is applicable to the Award Agreement, the Award Agreement will be
administered by the Company in a manner consistent with this intent to comply
with Section 409A of the Code.


 


Awards
are structured as to meet U.S. Department of Treasury guidance provided in the
Preamble to the Rule, which provides that no violation of 409A will occur, and
a payment that otherwise would have been a short-term deferral under Internal
Revenue Code Section 409A regulations will not be treated as a payment of
deferred compensation if the payment is made promptly following the first date
upon which the payment could be made without violating the terms of the TARP
recipient’s agreement with the U.S. Department of Treasury.


 


If
any payments or benefits hereunder may be deemed to constitute nonconforming
deferred compensation subject to taxation under the provisions of Section 409A
of the Code, Participant agrees that the Company may, without the consent of
Participant, modify the Award Agreement and the awards made pursuant to this
Award Agreement to the extent and in the manner the Company deems necessary or
advisable or take such other action or actions, including an amendment or
action with retroactive effect, that the Company deems appropriate in order
either to preclude any such payments or benefits from being deemed “deferred
compensation” within the meaning of Section 409A of the Code or to provide
such payments or benefits in a manner that complies with the provisions of Section 409A
of the Code such that the Participant will not be subject to interest and
excise taxes thereunder.


 


9.                                      Incorporation
of Plan Terms.  This Award
and Award Agreement are subject to the provisions of the Plan. If the Plan and
this Award Agreement are inconsistent, the provisions of the Award will
control, except to the extent the inconsistent provision in the Award Agreement
would broaden the Award in a manner beyond the scope of the Plan.  Such terms and conditions of the Plan are
incorporated into and made part of this Award Agreement by reference.  Interpretations of the Plan and this Award
Agreement by the Committee are binding on the Participant and the Company.


 


10.                                Clawback.  Any bonus, commission, or other compensation
received, including but not limited to payments made to Participant under the
Plan and an Award, are subject to recovery, or “clawback” by the Company if the
payments were based on materially inaccurate financial statements or any other
materially inaccurate performance


 

















 


metric
criteria in accordance with the Act and the Rule.  In addition, Participant acknowledges that
all Company executive compensation plans may be amended as necessary to comply
with the requirements and/or limitations under the Act and the Rule, or any
other federal requirements up to and including a revocation of this Award.


 


11.                                Notices.  Any notices given in connection with this
Award Agreement shall, if issued to Participant, be delivered to Participant’s
current address on file with the Company, or if issued to the Company, be
delivered to the Company’s principal offices.


 


12.                                Execution of
Receipts and Releases.  Any
payment of cash or any transfer of property to Participant or to Participant’s
Beneficiaries in accordance with the provisions hereof, shall, to the extent
hereof, be in full satisfaction of all claims of such persons hereunder.  The Company may require Participant or
Participant’s Beneficiaries as a condition precedent to such payment or
issuance, to execute a release and receipt therefor in such form as it shall
determine.


 


IN
WITNESS WHEREOF, the Company and the Participant have executed this Award
Agreement as of the day and year first above written.


 


	
   

  	
   

  	
  INTERNATIONAL
  BANCSHARES

  
	
   

  	
   

  	
  CORPORATION, a Texas
  corporation

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Secretary

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


The
undersigned Participant represents that he or she has read this Restricted
Stock Unit Award Agreement and the 2009 International Bancshares Corporation
Long-Term Restricted Stock Unit Plan and acknowledges that the Award he or she
receives is subject to the terms of both.


 


	
  WITNESS:

  	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 
















 


EXHIBIT A


 


2009 INTERNATIONAL BANCSHARES CORPORATION


LONG-TERM RESTRICTED STOCK UNIT PLAN


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


BENEFICIARY DESIGNATION
FORM


 




 





 


	
   

  	
   

  	
   

  
	
  EMPLOYEE
  NAME

  	
   

  	
  SOCIAL
  SECURITY NUMBER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MARRIED:

  	
   

  	
   

  	
  SINGLE:

  	
   

  
	
  PRESENT
  MAILING ADDRESS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DATE
  OF BIRTH:

  	
   

  
	
  CITY                      STATE                      ZIP
  CODE

  	
   

  	
   

  
								



 




 





 


As
a participant in the 2009 International Bancshares Corporation Long-Term
Restricted Stock Unit Plan (the “Plan”), you have been provided with
information concerning the payment of certain compensation which you are or you
may become eligible to receive.  In the
event of your death, the Plan will pay your benefits to the beneficiary of your
choice.  You may revoke or change this
Beneficiary Designation at any time.


 


I.                                        BENEFICIARY
DESIGNATION.  I hereby
revoke each prior beneficiary designation executed by me, and hereby designate
the following beneficiary (beneficiaries) of any amounts payable under the Plan
by reason of my death:


 


BENEFICIARY DESIGNATION


 


Understanding the effect of my designation, I hereby
designate the following beneficiary(ies) to receive any death benefit that is
payable under the Plan:


 


Primary
Beneficiary


 


	
  Name:

  	
   

  	
   

  	
  Relationship:

  	
   

  
	
   

  	
   

  	
   

  
	
  Mailing
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
  Percentage:

  	
   

  	
   

  	
  Social
  Security No.:

  	
   

  
								



 

















 


Primary Beneficiary


 


	
  Name:

  	
   

  	
   

  	
  Relationship:

  	
   

  
	
   

  	
   

  	
   

  
	
  Mailing
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
  Percentage:

  	
   

  	
   

  	
  Social
  Security No.:

  	
   

  
								



 


In the event my named primary beneficiary(ies) fails
to survive me or are ineligible to receive the death benefit under the Plan, I
designate the following person(s) to be contingent beneficiary(ies), in
the percentage designated, to receive the amount to which I am entitled under
the Plan upon my death:


 


	
  Contingent
  Beneficiary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Relationship:

  	
   

  
	
   

  	
   

  	
   

  
	
  Mailing
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
  Percentage:

  	
   

  	
   

  	
  Social
  Security No.:

  	
   

  
	
   

  	
   

  	
   

  
	
  Contingent
  Beneficiary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Relationship:

  	
   

  
	
   

  	
   

  	
   

  
	
  Mailing
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
  Percentage:

  	
   

  	
   

  	
  Social
  Security No.:

  	
   

  
	
   

  	
   

  	
   

  
	
  Contingent
  Beneficiary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Relationship:

  	
   

  
	
   

  	
   

  	
   

  
	
  Mailing
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
  Percentage:

  	
   

  	
   

  	
  Social
  Security No.:

  	
   

  
								



 


If more than one beneficiary of the same class
(Primary or Contingent) is designated, but no percentage is specified for one
or more such beneficiaries, the beneficiaries will receive payments in equal
shares.


 

















 


If selecting multiple Primary or Contingent
Beneficiaries above, please indicate below how such proceeds shall be paid in
the event of the death or ineligibility of one of the co-Beneficiaries prior to
the death of the Participant:


 


o                                   All to the
survivor(s) of the multiple Beneficiaries in equal shares.


 


o                                   To the personal
representative of the estate of the deceased Participant.


 


o                                   To the
descendant(s) per stirpes of the deceased co-Beneficiary(ies); if no such
descendant(s) are living on the death of the Participant, then to the
personal representative of the estate of the deceased Participant.


 


If none of the named beneficiaries (both Primary and
Contingent) are living at the date of my death or are eligible to receive the
death benefit under the Plan, the amount to which I am entitled under the Plan
will be distributed to my spouse, if my spouse is then living or, if not, to my
estate.


 


I understand that I may change my beneficiary
designation at any time.


 


SIGNATURES FOR BENEFICIARY DESIGNATION


 


	
   

  	
   

  	
   

  
	
  Signature
  of Participant

  	
   

  	
  Print or Type Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social
  Security Number

  	
   

  	
  Date

  
	
  of Participant

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Spousal
  consent (required if naming a primary beneficiary other than, or in addition
  to, your spouse):

  
	
   

  	
   

  	
   

  
	
  Signature
  of Spouse

  	
   

  	
  Print or Type Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social
  Security Number

  	
   

  	
  Date

  
	
  of Spouse

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Please
  return to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participants
  do not write below this line.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This
  distribution request has been reviewed and approved.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Administrator Approval

  	
   

  	
  Date Received